This agreement sets forth general use guidelines and requirements. All FREE services shall remain FREE and you will only incur charges if you decide to upgrade your account to one of our enhanced option. If you have questions or concerns about this agreement or need a faxed version prior to signing up, please send your request to accounts@prsafe.com. Thank you.
WE’VE SUMMARIZED THE AGREEMENT – IN BASIC TERMS – HERE
- Free Services are FREE. If you upgrade to our enhanced or additional services including press release writing, editing or optimization, you’ll need to pay the fees for upgraded services. If you have questions about fees or your account, you can email accounts@prsafe.com.
- If you post inappropriate content, violate the intellectual property rights of others by posting content that doesn’t belong to you, or violate other users’ privacy, we may have to close your account. (see below for specifics).
- If you develop an application to use with Connectus, there are some basic guidelines you need to follow. (see below for specifics).
- This agreement applies to all Connectus websites.
- Nothing in this agreement gives you the right to copy, duplicate or otherwise make available any content without the express permission of the users. If you share photos, videos or documents with members of the media, they have limited use in their articles and other creative productions. (see below for details and see also (DMCA) Digital Millennium Copyright Act.
- If this agreement is modified, we’ll post revision alerts in your account with the option to access or decline..
THE REST OF THIS AGREEMENT PROVIDES THE SPECIFIC LANGUAGE TO HELP PROTECT ALL USERS.
This PRSafe User Agreement (“Agreement” or User
Agreement”) is a binding agreement between Connectus (A.D.N. Media,
LLC) and you and, if applicable, the company or other legal entity
you represent (collectively, “YOU”). This agreement incorporates
by reference (1) The Privacy Notice “Privacy Notice” and (2) The
conditions of use (“conditions of use”) posted on www.prsafe.com
or other CONNECTUS Properties, as they may be modified by us from
time to time.
By clicking the “ACCEPT” button for
this agreement or accepting any modification to this agreement in
accordance with section 2 below, you agree to be bound by the terms
and conditions of this agreement. If you are entering into this
agreement on behalf of a company or other legal entity, you represent
that you “you” shall mean such entity. If you do not have such
authority, or if you do not agree with the terms and conditions of
this agreement, you must select the “decline” button and you may
not use the services.
Welcome
This Agreement includes
the following Sections:
1. The Services
2.
Modifications to this Agreement
3. Term, Termination and
Suspension
4. Authorization and License to Use the
Services
a. Permitted Uses Generally
b. Restricted Uses
Generally
c. Accounts and Keys
d. Monitoring
5.
Authorized Use Policies for Specific Services
5.1 PRSafe
Connection Solutions (PRSafe CS)
5.2 PRSafe Media Storage
(PRSafe MS)
5.3 PRSafe News Submission Service (Newswire) (
PNSS)
5.4 Featured Listing Services including Featured
Business Profiles (FLS)
5.5 Membership Services (MS)
5.6
Event Listings Service (ELS)
6. License to Use CONNECTUS
Properties
7. Downtime and Service Suspensions; Security
8.
Fees
9. Confidentiality
10. Intellectual Property
11.
Representations and Warranties; Disclaimers; Limitations of
Liability
12. Indemnification
13. US Government License
Rights and Export Controls
14. Disputes
15.
Notices
16. Miscellaneous Provisions
1. The
Services
The services covered by this Agreement include
both free services that CONNECTUS and its affiliates (referred to
together as “we” or “us”) make available for no fee, for the
purpose of promoting business with CONNECTUS and its affiliated web
properties and for other purposes (the “Free Services”, and
services that we make available for a fee (the “Paid Services”).
The Free Services and the Paid Services are referred to collectively
in this agreement as the “Services.” Each Free Service and Paid
Service is referred to individually as a “Service.”
1.1
Free Services. The Free Services include the basic PRSafe
Business Profiles and Site Widgets and all other web services that we
make available to you free of charge on the CONNECTUS – branded or
Connectus® branded Web Sites accessible from www.connectus.net
or www.prsafe.com(collectively,
the “CONNECTUS Websites”), except those web services for which we
specifically provide a separate User Agreement.
1.2
Paid Services. The Paid Services include all web services also
known as software as a service, we make available to you for a fee on
the Connectus Websites, except those web services for which we
specifically provide a separate User Agreement. Our Paid Services
include, but are not limited to:
a. PRSafe Connection
Solutions
b. PRSafe Media Storage
c. PRSafe News
Submission Service (Newswire)
d. Featured Listing Service
including Featured Business Profiles
e. Membership
Services
f. Event Listings Service
We may, in our sole
discretion, (i) begin charging fees for Free Services, in which case
such Service will thereafter be deemed a Paid Service, or (ii) cease
charging fees for a Paid Service, in which case such Service will
thereafter be deemed a Free Service.
2. Modifications to
this Agreement
You agree that we may modify this agreement
or any policy or other terms referenced in this Agreement
(collectively, “Additional Policies”) at any time by posting a
revised version of the Agreement or such Additional Policy on the
CONNECTUS Web Sites or on external support pages linked from the
CONNECTUS Web Sites. The revised terms shall be effective as
follows:
- if the revised terms are (a) for any Paid Services
which are adding at the time of the revision, (b) for the Privacy
Notice, (c) for the Conditions of Use, (d) for any AUP (as Defined in
Section 4.1.2), (e) for any Free Service, then the revised terms
shall be effective upon posting (unless we expressly state otherwise
at the time of posting); and
- if the revised terms are
otherwise for any then-existing Paid Services, then the revised terms
shall be effective upon the earlier to occur (a) fifteen (15) days
after posting and (b) if we provide mechanism for your immediate
acceptance of revised terms, such as click-through confirmation or
acceptance button, your acceptance.
By continuing to use the
Services after the effective date of any revisions to this Agreement,
you agree to be bound by the revised Agreement. It is your
responsibility to check the CONNECTUS Web Sites and linked support
pages regularly for changes to this Agreement or the Additional
Policies, as applicable. We last modified this Agreement on the date
set forth at the top of this agreement.
3. Term,
Termination and Suspension
3.1. Term. The term of
this Agreement (“Term”) will commence, and you may begin using
the Services, once you agree to the terms and conditions of this
agreement by clicking the “Accept” button below and complete the
registration process for your ADN account. The Agreement will remain
in effect until terminated by you or us in accordance with this
Section 3.
3.2 Termination by You for Convenience. You
may terminate this Agreement for any reason or no reason at all, at
your convenience, by (i) providing us with written notice of
termination in accordance with Section 15 and (ii) closing your
account for any Service for which we provide an account closing
mechanism.
3.3. Termination or Suspension by Us other Than
for Cause.
3.3.1 Free Services. We may
suspend your right and license to use any or all Free Services and
any associated CONNECTUS Properties (as defined in Section 6.1
below), or, if you are only using Free Services, terminate this
Agreement in its entirely (and, accordingly, cease providing all
Services to you), for any reason or for no reason, at our discretion
at any time, immediately upon our provision of notice to you in
accordance with the notice provisions set forth in Section 15
below.
3.3.2. Paid Services. We may suspend your
right and license to use any or all Paid Services (and any associated
CONNECTUS Properties), or terminate this Agreement in its entirety
(and, accordingly, cease providing all Services to you), for any
reason or for no reason, at our discretion at any time by providing
sixty (60) days’ advance notice in accordance with the notice
provisions set forth in Section 15 below.
3.4. Termination
or Suspension by Us for Cause. We may suspend your right and
license to use any individual Service or any set of Services, or
terminate this Agreement in its entirety (and, accordingly, your
right to use all Services), for cause effective as set forth
below:
3.4.1Immediately upon our notice to you in
accordance with the notice provisions set for in Section 15 below if:
(i) you attempt a denial of service attack on any of the Services;
(ii) you seek to hack or break any security mechanism on any of the
Services or we otherwise determine that your use of the Services or
the CONNECTUS Properties poses a security or service risk to us, to
any user of services offers by us, to any third party sellers on any
of our web sites, or to any of our or their respective customers or
may subject us or any third party to liability, damages or danger;
(iii) you otherwise use the Services in a way that disrupts or
threatens the Services; (iv) you are in default of your payment
obligations hereunder and there is an unusual spike or increase in
your use of the Services; (v) we determine, in our sole discretion,
there is evidence or fraud with respect to your account; (vi) we
determine, in our sole discretion, there is evidence of fraud with
respect to your account; (vi) you use any of the CONNECTUS Content
(as defined in Section 6.1) or Marks (as defined in Section 6.2)
other than expressly permitted herein; (vii) we receive notice or we
otherwise determine, in our sole discretion, that you may be using
the CONNECTUS Services for illegal purpose or in a way that violates
the law, infringes, or misappropriates the rights of any third party;
(viii) we determine, in our sole discretion, that our provision of
any of the Services to you is prohibited by applicable law, or has
become impractical or unfeasible for any legal or regulatory reason;
or (ix) subject to applicable law, upon your liquidation,
commencement of dissolution proceedings, disposal of your assets,
failure to continue your business, assignment for the benefit of
creditors, or if you become the subject of a voluntary or involuntary
bankruptcy or similar proceeding.
3.4.2. Fifteen (15)
days following our provision of notice to you in accordance with the
notice provisions set forth in Section 15 below if you are in default
of any payment obligation with respect to any of the services or in
any payment mechanism you have provided to us is invalid or charges
are refused for such payment mechanism problem within such 15 day
period.
3.4.3. Five (5) days following our provision of
notice to you in accordance with the notice provisions as set forth
in Section 15 below if you breach any other provision of this
Agreement and fail, as determined by us, in our sole discretion, to
cure such breach within such 5 day period.
3.5. Effect of
Suspension or Termination
3.5.1. Suspension.
Upon our suspension of your use of any Services, in whole or in part,
for any reason, (i) fees will continue to accrue for any Services
that are still in use by you, notwithstanding the suspension (e.g.
your continued storage of data within your profiles pages or other
areas of your PRSafe account during the period of suspension); (ii)
you remain liable for all fees, charges and any other obligations you
have incurred through the date of suspension with respect to the
Services; and (iii) all of your rights with respect to the applicable
Services shall be terminated during the period of suspension.
3.5.2.Termination. Upon termination of this Agreement for any
reason: (i) you remain liable for all fees, charges and any other
obligations you have incurred through the date of termination with
respect to the Services: (ii) all of your rights under this Agreement
shall immediately terminate: and (iii) you shall immediately return,
or if instructed by us, destroy all CONNECTUS Confidential
Information (as defined in Section 9 below) and any CONNECTUS
Properties then in your possession.
3.6. Survival.
In the event this Agreement is terminated for any reason, Sections
3.5, 3.6, 3.7, 3.8, 4.2, 6, 8 (with respect to payments that are
accrued but unpaid at the time of termination), and 9 through 16 will
survive any such termination.
3.7. Data Preservation in the
Event of Suspension or Termination.
3.7.1. In
the Event of Suspension Other Than for Cause. In the event of a
suspension by us of your access to any Service for any reason other
than a for cause suspension under Section 3.4.1, during the period of
suspension, (i) we will not take any action to intentionally erase
any of your data stored on the Services and (ii) applicable Service
data storage charges will continue to accrue.
3.7.2. In
the Event of Termination Other Than for Cause. In the event of
any termination by us of any Service or any set of Services, or
termination of this Agreement in its entirety, other than a for cause
termination under section 3.4.1 (i) we will not take any action to
intentionally erase any of your data stored on the Services for a
period of thirty (30) days after the effective date of termination;
and (ii) your post termination retrieval of data stored on the
Services will be conditioned on your payment of Service data storage
charges for period following termination, payment in full of any
amounts due us, and your compliance with terms and conditions we may
establish with respect to such data retrieval.
3.7.3. In
the Event of Other Suspension or Termination. Except as provided
in Sections 3.7.1 and 3.7.2 above, we shall have no obligation to
continue to store your data during any period of suspension or
termination or to permit you to retrieve the same.
3.8.
Post-Termination Assistance. Following the suspension or
termination of your right to use the Services by us or by you for any
reason other than a for cause termination (i.e. a termination under
Section 3.2 or under 3.3), you shall be entitled to take advantage of
any post-termination assistance we may generally make available with
respect to the Services, such as data retrieval arrangements
we may elect to make available. We may also endeavor to provide you
unique post-suspension or post-termination assistance, but we shall
be under no obligation to do so. Your right to take advantage of any
such assistance, whether generally made available with respect to
Services or made available uniquely to you, shall be conditioned upon
your acceptance of and compliance with any fees and terms we specify
for such assistance.
4. Authorization and License to Use
the Services
Subject to your acceptance of and compliance
with this Agreement and with the payment requirements for the
Services that are set forth on the applicable Service detail page on
the CONNECTUS Web Sites (as such payment terms may be updated from
time to time), we hereby grant you a limited, non-exclusive, non
transferable, non-sublicenseable right and license , in and under our
intellectual property rights, to access and use the Services, solely
in accordance with the terms and conditions of this Agreement.
4.1
Permitted Uses Generally.
4.1.1. (APIs, when and
if available, are subject to the terms herein)You may write an
application (“Application”) that interfaces with the Services.
You acknowledge that we may change, deprecate or republish APIs (as
defined in Section 6.1 below) for any Service or feature of a Service
from time to time, and that it is your responsibility to ensure that
calls you make to any Service are compatible with then-current APIs
for the Service.
4.1.2. You may make network calls or
requests to the Services at any time that the Services are available,
provided that, unless otherwise set forth in an application
Authorized Use Policy set forth herein for any Service (“AUP”),
you (or if you build and release an Application, each installed copy
of your Application) may not exceed the maximum file size or maximum
calls per second limit (if any) set forth for any particular Service
in the in its AUP (or, in the event the AUP for a Service does not
indicate a maximum file size, greater than 40K).
4.1.3.
You may access the CONNECTUS Web Sites using a standard Internet
Browser such as Internet Explorer, Safari, Fire Fox or other commonly
used Internet Browser used from a standard computer terminal
including mobile devices such as Black Berry handhelds and mobile
phones provided that your use complies with the terms of this
Agreement.
4.2. Restricted Uses Generally.
4.2.1.
You may not interfere or attempt to interfere in any manner with the
functionality or proper working of the Services including but without
limitation to creating programs to automatically send communications
to other members through the messaging system, create fictional
profiles or post other content not in line with our Content
Guidelines.
4.2.2. You may not compile or use the
CONNECTUS Properties or any other information obtained through the
Services for the purpose of direct marketing, spamming, unsolicited
contacting of users of any of the networks including but not limited
to Investors, Media Members, Business Members and Public Relations
Professionals, or other impermissible advertising, marketing or other
activities, including, without limitation, any activities that
violate anti-spamming laws and regulations.
4.2.3. You
may not remove, obscure, or alter any notice of any Mark, or other
intellectual property or proprietary right appearing on or contained
within the Services or on any CONNECTUS Properties.
4.2.4.
Subject to the terms and conditions of this Agreement, you may
generally publicize your use of the Services: however, you may not
issue any press release with respect to the Services or this
Agreement without prior written consent.
4.3. Accounts and
Access. Unless otherwise stated in an applicable AUP, you may only
create one account per primary email address. CONNECTUS accounts may
be associated with one or more users through the use of multiple
authorized users and separate user’s accounts linked using
intra-network approval mechanisms. Account Identifiers (i) identify
your account and (ii) allow you to make requests to CONNECTUS The
Account Identifier is immutable and will always uniquely identify
you’re CONNECTUS account. User Names and Passwords are unique to
your account and are subject to change as our discretion. User names
and passwords are for personal use only, and you may not sell,
transfer, sublicense or otherwise disclose your account information
to any other party. You are responsible for all activities performed
while accessing the account using your access information, regardless
of whether such activities are undertaken by you or a third party.
Therefore, you should contact us immediately if you believe a third
party may be using your account access information, or if your access
information is otherwise lost or stolen. You are responsible for
maintaining up-to-date and accurate information (including contact
information) for your CONNECTUS account. We are not responsible for
any unauthorized access to, alterations of, or the deletion,
destruction, damage, loss or failure to store any of, Your Content
(as defined in Section 10.2), your Applications, or other data which
you submit in connection with your account or the Services.
4.4.
Monitoring Your Use of the CONNECTUS Web Services. You agree to
provide information and/or other materials related to your
Applications as reasonably requested by us to verify your compliance
with this Agreement. You further acknowledge and agree that, with
respect to:
4.4.1 Accounts, we may crawl
or otherwise monitor the contents of your account for the purposes of
verifying your compliance with this Agreement. You may not seek to
block or otherwise interfere with such crawling or monitoring.
5.
Authorized Use Policies (AUP) for Specific Services
The
following AUPs apply only to the specific Services for which they are
provided. In the event of a conflict between the terms of an AUP and
the terms and conditions of this Agreement, the terms of the AUP
shall apply, but only to the extent of such conflict.
5.1
PRSafe Connection Solutions (PRSafe CS)
5.1.1. PRSafe CS
modules with the main PRSafe application platform are designed to
connect to various other users of the network. The modules are
designed to assist users of the application with communications to
and from target audiences including but not limited to Investors,
Members of the Media, Employees, Members of Organizations and
Associations, Partners and Affiliates. PRSafe CS includes, among
other things, data feeds created and sourcing data from the PRSafe
application and such feeds are the property of CONNECTUS however
subject to the terms of use herein. Our purpose in making PRSafe CS
available is to allow PRSafe users alternate communications solutions
as a replacement to e-mail marketing or other. CONNECTUS partners
with several applications providers and computer companies to provide
technology used in our application and, if referenced in the
solution, all use of such technology is subject to the terms and use
agreements of respective technology providers when required or when
agreements are referenced on CONNECTUS Web Sites.
5.1.2.
We retain the right to determine, in our sole discretion, whether you
shall be entitled to use PRSafe CS and, if we have permitted you to
use PRSafe CS, to discontinue your use of PRSafe CS at any time, in
our sole discretion.
5.1.3. You are not permitted to
use PRSafe CS with any Application, automated or other, for any use
that does not have, as its principal purpose, driving traffic to your
PRSafe profile pages and aiding in the objective of building
connections within the PRSafe application.
5.1.4. Your
use of CONNECTUS Properties must be strictly limited to promoting the
availability of products and services in your PRSafe Account.
5.1.5.
You may not: (i) link any of the CONNECTUS Properties to any
commercial page of a Web Site other than a Web Site owned by you or
one of your affiliates; or (ii) in conjunction with any CONNECTUS
Property, direct traffic to any commercial page of a Web Site other
than the URL of your CONNECTUS Account.
5.1.6. If you
complied with the linking obligations and restrictions above, you may
have links within some areas, as clearly identified within the
application, such as news releases submitted for distribution on the
DiGiTAL50 newswire news distribution network, but the link is still
subject to the terms of use and guidelines herein.
You may
have links within other areas of your Account (i.e., that are not
CONNECTUS Properties) to Web Sites other than CONNECTUS Web Sites, in
such case that the area is clearly identified with text authorizing
such posting, but you may not use an associate, affiliate or claim
partnership with any CONNECTUS Web Sites unless special permission is
granted in writing.
5.1.7. Unless we have provide you
our express written consent in advance, you may not sell, resell,
redistribute, sublicense, or transfer (i) all or any portion of the
CONNECTUS Properties, or (ii) Applications that are built with or
contain the CONNECTUS Web Site Content to anywhere other than another
CONNECTUS application or Web Site.
5.1.8. You may store
a link for an image included in CONNECTUS Properties for up to 24
hours, but you may not store or cache the product image
itself.
5.1.9. If you own or operate technology to
store Web Sites, you may not copy, store or otherwise make content
from the PRSafe Application available on another Web Site,
Application or other means, electronic or other.
5.1.10
You may access the PRSafe CS as often as you wish however we may be
restrict, at any time, the number of contacts, size of data transfer
and amount of data storage permitted per profile. We may change our
connection packages to increase or decrease the number of allowable
connections permitted per user.
5.1.11. You may provide
text, images, reviews, and other informational content (your
“CONNECTUS Content”) about your company, yourself or your
partners to us. If you do so, you hereby grant to us a perpetual,
paid-up royalty-free, non-exclusive, worldwide, irrevocable right and
license, under all of your intellectual property rights, to: (i) use,
reproduce, perform, display and distribute your PRSafe Content in any
manner; (ii) adapt, modify, reformat and create derivative works of
your PRSafe Account Content for any purpose; (iii) use and publish
your name in the form of a credit in conjunction with your PRSafe
Account; and (iv) sublicense the forgoing rights to our affiliates
and third parties. Additionally, you represent and warrant that: (a)
your PRSafe Account is your original work, or you obtained your
PRSafe Account Content as permitted by the license above will not
violate any third party’s rights, including but not limited to
copyright rights. We reserve the right, but are not obligated, to use
and publish your name in the form of a credit in conjunction with
your PRSafe Account Content as you supply it to us, and by supplying
any PRSafe Account Content, you grant us the irrevocable right to do
so.
5.1.12. You may access your PRSafe Account at any
time that our service is available at PRSafe.com, Digital50.com, and
ADN1.com, Connectus.net or another other domain as we provide a
direct approved and official link to the PRSafe application. You are
authorized to provide a link to CONNECTUS and our Web Sites from your
Web Sites or applications as long as the link is in line with
conditions herein or by express written approval by an official
representative of CONNECTUS
5.1.13. You may make Text
Material (as defined in Section 6.1.), other than Documentation (as
defined in Section 6.1), within your own Web Site or Application so
long as you include the following disclaimer in plain view and
clearly visible to the user of your Application: “PLEASE KEEP IN
MIND THAT SOME OF THE CONTENT THAT WE MAKE AVAILABLE TO YOU THROUGH
THIS APPLICATION COMES FROM AMERICAN DIGITAL NETWORKS. ALL SUCH
CONTENT IS PROVIDED TO YOU “AS IS.” THIS CONTENT AND YOUR USE OF
IT ARE SUBJECT TO CHANGE AND/OR REMOVAL AT ANY TIME.”
5.2.
PRSafe Media Storage (PRSafe MS)
5.2.1. Submitting
Content.Provided that you comply with the terms of this Agreement
and our policies and procedures for the use of the PRSafe
Application, you may use PRSafe MS to store, retrieve and serve
content associated with your PRSafe account. Storage limitations may
exist on a per account basis and may change at any time without
notice. You may use CONNECTUS applications to store and access your
PRSafe Account Content. You acknowledge that neither we nor our
licensors are responsible in any manner, and you are solely
responsible, for your PRSafe Account Content. While we may track
information regarding your PRSafe Account, we will not sell or
license your PRSafe Account Content, and will not disclose your
PRSafe Account Content except as we may determine to be necessary or
desirable to comply with the Agreement, the request of a government
or regulatory body, subpoenas or court orders, or for other legal
purposes.
5.2.2. You must comply with the Terms of Use
as posted by us an updated by us from time to time on the CONNECTUS
Web Sites, including, without limitation, any limitations described
in the Terms of Use on the total size of files or objects that may be
stored on the CONNECTUS Servers at any one time (e.g., restrictions
on files or objects that contain more than 10 MB of data).
5.3.
PRSafe News Submission Service (PNSS) (Newswire) (a.k.a. DiGiTAL50 or
newswire.prsafe.com)
5.3.1. Posting of Content.Provided
that you comply with the terms of this Agreement and our policies and
procedures for the use of PRSafe, you may use PNSS to store, retrieve
and serve news releases for distribution over our Newswire Services
and any affiliates or partnerships established to enhance or extend
the coverage or value of the PRSafe Newswire. You are responsible for
providing all Content for distribution and must maintain the
copyright standards as outlined in this Agreement. Posting of
copyrighted content or other material not complying with the terms of
this Agreement will subject the user to termination or suspension as
outlined in Section 3. You must have a valid verifiable email address
associated with your account at all times so we may notify you of any
content issues.
5.3.2. Content in Queue. We may delete,
without liability of any kind, any of your PRSafe Content that sits
in a queue more than 15 days, or other time period specified in the
user documentation.
5.3.3. Removal of Published Content.
We may delete, without liability of any kind, any of your PRSafe
Content that does not meet the terms of this Agreement. Generally, we
will make an attempt to notify you, within a period not normally over
24 hours after becoming aware of a possible content violation, and
may request removal or alteration of the content to meet the terms of
this Agreement.
5.3.4. Purpose of PNSS. The purpose of
the PNSS is to promote content in a PRSafe profile and is not meant
to drive traffic to an external site, advertise a specific product or
service or offer promotions or discounts off of your products or
services. The PNSS should be used as a PR Tool to submit newsworthy
material to Internet users and Audiences including: Investors,
Members of the Media, PR Professionals, Employees, Organization or
Association Members and or Partners and Affiliates.
5.3.5.
News Submission Format. All news submitted through the PNSS must
comply with current submission guidelines and formatting requirements
as outlined by information posted on the CONNECTUS Web Sites. Any
news submission not in compliance may be refused and returned to the
submitter for revision or cancellation. In order to comply with
industry expectations for news releases, CONNECTUS must maintain
certain standards and must comply with Industry Expectations in order
to maintain the integrity of our service. Any violation of these
standards, as outlined in this Agreement, may result in suspension or
permanent restriction from using CONNECTUS products or
services.
5.3.4. Distribution. By submitting news
through the PNSS, you authorize CONNECTUS to distribute your news
without restriction to members of our networks, subscribers of our
general or industry specific RSS feeds, affiliates, partners and
direct business channels. You grant us the right to replicate your
data for the sole purpose of redistribution through our distribution
and not for republication in non-CONNECTUS publications.
5.3.5.
Factual Errors. CONNECTUS is not liable for inaccuracies or
factual errors contained within news submitted through our networks.
We will often conduct a basic editorial review of news prior to
approval and distribution over our networks but are not responsible
for third party claims resulting from content distributed by you
while using the PRSafe application or any other CONNECTUS application
or Web Site. If a potential error is identified and validated, we
have the right to remove or not approve your content even if the
content item as defined by a single submission is in line with terms
of this Agreement.
5.3.6. Duplication of Content. You
have the right to duplicate or save clippings, snippets of data or
entire articles from outside sources or from any of our networks
provided you save the articles within your PRSafe application and
agree not to redistribute the content. If you publish material not
produced or owned by you, you may be subject to violations of
International Copyright Laws. CONNECTUS is not responsible for any
such violations if resulting from content submitted by our users and
will make every effort to ensure that content made publicly available
on our network is not violating any established domestic or
International Copyright law. Any material identified by copyright
owners as potentially infringing on their rights will be removed from
our networks.
5.3.7. Content Violation. If we find that
content provided by you is not in line with terms of this agreement
and may violate any law, we reserve the right to provide your contact
information as outlined in section 5.2.1.
5.3.8. Tracking.We use various tracking methods to provide statistics for news
submissions but will not be held liable for tracking errors or
computations which could result in incorrect profile views, news
views, page views or other metric used to report the exposure of your
news release(s) over our networks. We will, however, make every
effort to ensure our data is accurate within reasonable expectations
and to the limits of the technology used to compile results.
5.3.9.
Email this Article. You may use our e-mail this article function
within our application but when forwarding any article through our
program you must comply with and ensure you adhere to all applicable
laws. Without limiting the forgoing, the following are strictly
prohibited:
a) Sending of Spam/Unsolicited Email,
including:
1) Pyramid Schemes
2) Chain Letters
b)
Sending any mail in contravention of the CAN SPAM Act of 2003 or
other applicable state or federal laws and regulations.
c)
Forgery: Altering or obscuring mail headers or assuming the identity
of a sender without the explicit permission of that sender.
5.3.10.
Network. You may make network connections from PRSafe hosted
servers to other hosts only with the permission and authorization of
the destination hosts and networks.
You may not conduct:
(a)
Unauthorized probes and port scans for vulnerabilities
(b)
Unauthorized penetration tests, traffic that circumvents
authentication systems or other unauthorized attempts to gain entry
into any systems.
(c) Web crawling which is not restricted to
a rate so as not to impair or otherwise disrupt the servers being
crawled.
(d) Unauthorized network monitoring or packet
capture
(e) Forged or non-standard protocol headers, such as
altering source addresses, etc.
(f) Flooding
(g) Denial
of Service (DOS) of any kind.
You may not operate network
services such as:
(a) Open proxies
(b) Open mail
relays
(c) Open, recursive domain name servers.
5.3.11.
News Submission Costs
News Submissions are Paid Services,
unless bundled as part of a package, and therefore are subject to
account requirements for keeping your account in good standing. News
listings, including general news submission and press release
submission, are charged based on the selected news package. The news
submission pricing is subject to change without notice and changes
will be posted to the CONNECTUS Web Sites at least 60 days prior to
any increase. In the event of rejection of a news submission,
including but not limited to press release submissions not
successfully reviewed and published to the network, CONNECTUS will
issue a refund for all or part of the submission fee paid. Any refund
is at the sole discretion of the CONNECTUS representative responsible
for the account.
5.4.1. Services and Applications. The
CONNECTUS servers are hosted in and are subject to all applicable
laws of the United States and other applicable local laws. You are
responsible for maintaining licenses and adhering to license terms of
any software you use in conjunction with our service or applications.
Certain services are prohibited, and you may not use PRSafe or any
other part of CONNECTUS application or network in business that:
(a)
Constitutes, promotes, facilitates, or permits gambling
(b)
Includes, promotes or facilitates child pornography or other illegal
activities, including without limitation any activities that might be
libelous or defamatory or otherwise malicious or harmful to any
person or entity, or discriminatory based on race, sex, religion,
nationality, disability, sexual orientation, or age.
(c)
Engages in deceptive practices such as posing as another service for
the purposes of:
(d) Phishing
(e) Pharming
(f)
Distributes, shares, or facilitates the distribution of unauthorized
data, malware, viruses, Trojan horses, spyware, worms, or other
malicious or harmful code (collectively, “Harmful
Components”).
(g) Violates, misappropriates, or infringes
the rights of any third party.
(h) Constitutes or facilitates
the illegal export of any controlled or otherwise restricted items,
including without limitation, software, algorithms, or other data
that is subject to export laws.
You may not share or publish
any images or other content or links to applications or content that
are intended to cause, or have the consequence of causing, the user
to be in violation of the terms and conditions of this
Agreement.
5.5. Featured Business Listing including
Featured Business Profiles
5.5.1 Featured
Listing Overview. CONNECTUS provides Featured Business Listings
including Featured Profiles and Featured Events allow members of our
networks to purchase additional exposure for profiles and to provide
additional options for promoting specific business initiatives. The
Featured Listings are displayed above standard listings in search
results located on the site (adn1.com, connectus.net, digital50.com,
prsafe.com) and featured listings for each site are separate and
apart from other sites (i.e. a featured listing purchased on PRSafe
will not display as a featured listing on DiGiTAL50 or ADN1.
5.5.2.
Display Time. The featured listings display in a rotating
featured area. The rotation and number of impressions or times each
individual listing will display is governed by the number of listing
with criteria matching the search request. Each featured listing
displays an equal number of times based on key words. If, for
example, there are 10 different profiles with the keyword “sprocket”
each featured listing will display once for every 10 searches
conducted using that key word. The total number of impressions for a
featured listing is dictated by the key words used and is limited
only to the restrictions on key word usage and the general terms of
this agreement, specifically section 5.4.7. All content published in
a featured listing must comply with the terms of this Agreement and
our policies and procedures for the use of PRSafe content.
5.5.3.
Requirement of Existing Account. Any purchaser of a featured
listing must first create a PRSafe Account and then upgrade or
purchase a featured listing from the Account User Administration
Tools provide with every user account. User has the option of either
turning the featured listing on or off through the account area or
sending a request to deactivate a featured listing.
5.5.4.
Featured Listings are Paid Services, unless bundled as part of a
package, and therefore are subject to account requirements for
keeping your account in good standing. Featured listings, including
featured profiles and featured events, are billed monthly at $24.95
or annually at $249.40 or other amount as specified by price changes
or promotions posted on the CONNECTUS Web Sites. The featured listing
pricing is subject to change without notice and changes will be
posted to the CONNECTUS Web Sites at least 60 days prior to any
increase. In the event of early termination, purchasers of the annual
plan will be issued a credit based on the monthly advertised rate at
the time of the cancellation. So, for example, if a featured listing
is purchased in January, paid for with an annual payment and
cancelled in June, the purchaser will be charged the monthly rate at
the time of cancellation multiplied by the number of active months,
e.g. 6, at the standard monthly service rate and the remaining amount
refunded to the purchaser within 30 days of the cancellation.
5.5.5.
Renewal; listing are ongoing and, unless cancelled, will
continue. Monthly accounts will continue on the billing basis chosen
in the account management area. Users can select monthly or annual
and, at any time, alternate between the two, however changes in the
billing terms may result in higher per month charges or additional
fees. If a customer is billed via invoice, we will notify customer no
less than 15 days before the renewal to alert the customer of the
renewal and make them aware of the additional charges. In the event
that we do not hear from a user prior to a renewal, an invoice will
be issued for the renewal amount respective of the monthly or annual
billing option. If an account renews and a user decides they do not
want their account and it is within 15 days from the renewal date,
the user will not be charged for the renewal and the account can be
closed without additional expense.
In the event of a credit
card charge, the same rules apply. If a credit card is charged for a
renewal and the user contacts us to request cancellation within 15
days from the renewal, a complete credit will be issued to the
Account Holders Credit Account. If an account renews, the active
credit card number on file is declined or is disputed, and we are
unable to contact the user to obtain current credit card information,
we will need to follow termination guidelines as set for in the
termination section of this Agreement.
5.5.7. Signup.
You acknowledge and agree that by purchasing a featured listing
either through an invitation response, direct site sign-up or other
means, you are bound by the terms of this Agreement.
5.5.8.
Contracts; we don’t currently require contracts, other than
this Agreement, for the purchase of a featured listing and a formal
insertion order is not required. We may, in some cases, require
verbal or some additional acknowledgement of some of the specific
terms of this agreement prior to purchase of a featured listing or
other product or service offered through CONNECTUS Properties,
including services offered by affiliates and partners.
5.6.
Membership Services
5.6.1. Provided that you comply with
the terms of this Agreement and our policies and procedures for the
use of Membership Services, you may use Membership Services to create
or enhance applications or websites. Membership Services are defined
as any service provided either directly by CONNECTUS through our
applications or Web Sites for use as an added feature in our
applications or Web Sites or for use in external application or Web
Sites. Member Services include the use of Intranet Options, Group
Software, Media Options, Audio and Video Features, Investor Relations
Tools, Widgets, Thumbnail Services, External Database or access to
other services, applications or tools through the CONNECTUS Web
Sites.
5.6.2. Use. Use of Membership Services is
subject to the individual use guidelines for each membership service.
In some cases, if a partner or affiliate provides the application or
service, additional terms and conditions may apply.
5.6.3.
Member Service Guarantee. We make no guarantee as to the uptime
or availability of any Member Service. In some cases, a member
service may be shut down for maintenance or repair and in such case
we will alert you of planned maintenance within 24-72 hours prior to
any work that may affect your ability to use membership
services.
5.6.4. Right to Use. You have the right to
use membership services only within applications or Web Sites
provided by CONNECTUS Your are not authorized to access any
Membership Service from an unauthorized device and by using any and
all Membership Services provided or bundled with the PRSafe
application, you agree to comply with the terms of this
Agreement.
5.6.5. Some Membership Services, such as
site widgets, may be used to enhance external Web Sites or Web Pages.
You are only permitted to use CONNECTUS tools on other sites if you
are the owner of the Web Site or Page or have the Right to make
changes to alterations to the Web Site or Web Page. Any Membership
Service used outside of the PRSafe application in any Non-CONNECTUS
application or Web Site will subject to the terms and conditions of
this Agreement. If a member is found to be in violation of any terms
or conditions of this Agreement while using Membership Services on
external applications, Web Sites or Pages, the user will be subject
to suspension or termination as outlined by this agreement.
6.0.
License to Use the CONNECTUS Properties
6.1. CONNECTUS
Properties. We make available to you, for your installation,
copying and/or use in conjunction with the Services, from time to
time, a variety of software, data and other content and printed and
electronic documentation (all such materials except those
specifically made available by us under separate license terms, the
“CONNECTUS Properties”). Subject to your acceptance of this
Agreement, ongoing compliance with its terms and conditions with
respect to the subject Service, and payment if and as required for
your right to use the subject Service, we hereby grant to you,
without the right to sublicense, a limited, non-exclusive,
non-transferable license during the Term, under our intellectual
property or proprietary rights in the CONNECTUS Properties, only to
install, copy and use the CONNECTUS Properties solely in conjunction
with and as necessary for your use of such Services and solely to the
extent in compliance with all the terms and conditions of this
agreement. The CONNECTUS Properties may include, without
limitation:
a) Proprietary application programming interfaces
(“APIs”)
b) Developer tools for use in connection with the
APIs;
c) Articles and documentation for use in connection with
the use and implementation of the APIs (collectively,
“Documentation”);
d) Specifications describing the
operational and functional capabilities, use limitations, technical
engineering requirements, and testing and performance criteria
relevant to the proper use of a Service and its related APIs and
other technology;
e) Textual materials, such as textual
product information made available through CONNECTUS Product
Documentation (“Text Materials”); and
f) Other forms of
digital content, data, text, images, logos, user interface designs
and other creative designs, audio and video (with the Text Materials,
collectively, “CONNECTUS Content”).
For certain future
applications, sample source code which we may make available from
time to time for use in connection with the Services (“Sample
Source Code”) and libraries which we may make available from time
to time for use in connection with the Services (“Libraries”)
will be made available to you under separate license that accompanies
each Sample Source Code or Library and the term “CONNECTUS
Properties,” as used herein, specifically excludes any Sample
Source Code or Libraries made available to you under separate
license.
Except as may be expressly authorized under this
Agreement:
a) You may not, and may not attempt to, modify,
alter, tamper with, repair, or otherwise create derivative works of
any software included in the CONNECTUS Properties.
b) You may
not, and may not attempt to, reverse engineer, disassemble, or
decompile the CONNECTUS Properties or the Services or apply on other
process or procedure to derive the source code of any software
included in the CONNECTUS Properties.
c) You may edit Text
Materials only by deleting text from and reducing the length of the
Text Materials and only if, in doing so, you do not materially alter
the meaning of the Text Materials or cause the Text Materials to
become factually incorrect or misleading. You may not add additional
information to the Text Materials (e.g., you may not insert words
into a customer review). You hereby irrevocably assign to us any and
all intellectual property or proprietary rights in such edited Text
Material.
6.2 Restrictions with Respect to Use of Marks. Your use of any trademarks, service marks, trade names, logos,
symbols, legends, and other designations of CONNECTUS, PRSafe and its
affiliates, licensors and/or third parties who sell our services,
including, without limitation, the names and abbreviations “”ADN”,
“PRSafe®,” “DiGiTAL50®,” and “ADN1,” (all of the
foregoing, together with any other trademarks, service marks, trade
names, logos, symbols, legends, abbreviations or Service names and
other designations of CONNECTUS and its affiliates, the “Marks”,
shall strictly comply with the following provisions. You may use the
Marks in conjunction with the display of the CONNECTUS / PRSafe
Content and for the purpose of indicating that parts of your Web Site
includes CONNECTUS / PRSafe Content or that certain parts of or on
your Site were created using our technology (e.g. Powered By PRSafe).
You may use the Marks only in the form in which we make them
available to you and not in any manner that disparages A.D.N, PRSafe,
its affiliates or its licensors, or that otherwise dilutes any Mark.
Other than your limited right to use the Marks as provided in this
Agreement, we and our licensors retain all right, title and interest
in and to the Marks. You will not at any time now or in the future
challenge or assist others to challenge the validity of the Marks, or
attempt to register confusingly or assist others to challenge the
validity of the Marks, or attempt to register confusingly similar
trademarks, trade names, service marks or logos. You agree to follow
the trademark use guidelines posted on the A.D.N / PRSafe™ Web
Services Trademark Guidelines page (the “Trademark Guidelines”)
as those guidelines may change from time to time. The Trademark
Guidelines are incorporated herein by reference. You must immediately
discontinue use of any Mark as specified by us at any time in
writing. We may modify any Marks provides to you at any time, and
upon notice, you will use only the modified Marks and not the old
Marks. Other than as specified in this Agreement, you may not use the
trademark, service mark, trade name or other business identifier or
CONNECTUS or its affiliates or third parties that sell the CONNECTUS
Web Services unless you obtain CONNECTUS’s and any applicable third
party’s prior written consent. The foregoing prohibition includes
the use of “PRSafe,” any other trademark of CONNECTUS or its
affiliates, or variations or misspellings of any of them, in the name
of an Application or in a URL to the left of the top-level domain
name (e.g. “.com”, “.net”,”.uk, etc.) – for example, a
URL such as “prsafe.mydomain.com”, “prsaf.com” or
“prsafebox.com” are expressly prohibited. Any use you make of the
Marks shall inure to our benefits and you hereby irrevocably assign
to us all right, title and interest in the same. In addition, you
agree not to misrepresent or embellish the relationship between us
and you, for example by implying that we support, sponsor, endorse,
or contribute money to you or your business endeavors.
6.3.
Nonexclusive Rights. The rights granted by CONNECTUS in this
Agreement with respect to the CONNECTUS properties, the Marks and the
Services are nonexclusive, and CONNECTUS reserves the right to: (i)
itself act as a developer of products or services related to any of
the products that you may develop in conjunction with the CONNECTUS
properties or via your use of the Services; and (ii) appoint third
parties as developers or systems integrators who may offer products
or services which compete with CONNECTUS or Applications including
technology from CONNECTUS, PRSafe or any of the CONNECTUS
Properties.
7. Downtime and Service Suspensions:
Security
7.1. Downtime and Service Suspensions. In
addition to our rights to terminate or suspend Services to you as
described in Section 3 above, you acknowledge that: (i) your access
to and use of the Services may be suspended for the duration of any
unanticipated or unscheduled downtime or unavailability of any
portion of all of the Services for any reason, including as a result
of power outages, system failures or other interruptions: and (ii) we
shall also be entitled, without any liability to you, to suspend
access to any portion or all of the Services at any time, on a
Service-wide basis: (a) for scheduled downtime to permit us to
conduct maintenance or make modifications to any Service; (b) in the
event of a denial of service attack or other attack on the Service or
other event that we determine, in our sole discretion, may create a
risk to the applicable Service, to you or to any of our other
customers in the Service were not suspended; or (c) in the event that
we determine that any Service is prohibited by law or we otherwise
determine that it is necessary or prudent to do so for legal or
regulatory reasons (collectively, “Service Suspensions”). Without
limitation to Section 11.5, we shall have no liability whatsoever to
provide you email notice of any Service Suspension. To the extent we
are able, we will endeavor to provide you email notice of any Service
Suspension in accordance with the notice provisions set forth in
Section 15 below and to post updates on the CONNECTUS Web Sites
regarding resumption of Services following any suspension, but shall
have no liability for the manner in which we may do so or if we fail
to do so.
7.2. Security. We strive to keep Your Content
secure, but cannot guarantee that we will be successful at doing so,
given the nature of the Internet. Accordingly, without limitation to
Section 4.3 above and Section 11.5 below, you acknowledge that you
bear sole responsibility for adequate security, protection and backup
of your Content. We strongly encourage you, where applicable and
appropriate, to keep a copy of your text content and any files,
including, but not limited to, images, presentation sheets or news
releases. We will have no liability to you for any unauthorized
access to use, corruption, deletion, destruction or loss of any of
Your Content.
8. Fees
8.1. Service Fees.
In consideration of your use of any of the Paid Services, you agree
to pay applicable fees for Paid Services in the amounts set for on
the respective feature pages on the CONNECTUS websites. FREE accounts
will never be changed to paid accounts and the only fees, if any, for
basic accounts, would be if you (the user) upgrades or selects
additional value-added paid options. Fees for any new Service or new
Service feature will be effective upon posting by us on the website
for the applicable Service. In the event we modify our pricing
structure or add new features or services, we will post corresponding
information on the applicable website. All fees payable by you are
exclusive of applicable taxes and duties, including, without
limitation, VAT and applicable sales tax. You will provide such
information to us as reasonably required determining whether we are
obligated to collect VAT from you, including without limitation your
VAT identification number.
8.2. Payment. We may specify
the manner in which you will pay any fees, and any such payment shall
be subject to our general accounts receivable policies from time to
time in effect. All amounts payable by you under this Agreement will
be made without setoff or counterclaim and without deduction or
withholding. If any deduction or withholding is required by
applicable law, you shall notify us and shall pay such additional
amounts to us as necessary to ensure that the net amount that we
receive, after such deduction and withholding, equals the amount we
would have received if no such deduction or withholding had been
required. Additionally, you shall provide us with documentation that
the withholding and deducted amounts have been paid to the relevant
taxing authority.
9. Confidentiality
9.1. Use
and Disclosure. You shall not disclose CONNECTUS Confidential
Information during the Term or at any time during the three (3) year
period following the end of the Term. As used in this agreement,
“CONNECTUS Confidential Information” means all nonpublic
information disclosed by us, our business partners or our or their
respective agents or contractors that is designated as confidential
or that, given the nature of the information or circumstances
surrounding its disclosure, reasonably should be understood to be
confidential. CONNECTUS Confidential Information includes, without
limitation, (i) nonpublic information related to our or our business
partners’ technology, customers, business plans, promotional and
marketing activities, finances and other business affairs (including,
but not limited to, any information about or involving one of our
so-called beta test or a beta test product that you obtain as a
result of your participation in such beta test), (ii) third-party
information that we are obligated to keep confidential, and (iii) the
nature, content and existence of any discussions or negotiations
between you and us. Confidential Information does not include any
information described in Section 9.2 or any information that you are
required to disclose by law.
9.2. Excluded
Information.Notwithstanding any other provision in this
Agreement, you shall not have any confidentiality obligation to us
under Section 9.1 above, with respect to any information provided or
made available by us hereunder, and we shall not have any
confidentiality or non-use obligation to you hereunder with respect
to any information, software application, data or content provided or
made available by you hereunder that: (i) is or becomes publicly
available without breach of this Agreement; (ii) can be shown by
documentation to have been known to the receiving party at the time
of its receipt from the disclosing party; (iii) is received from a
third party who did not acquire or disclose the same by a wrongful or
tortuous act; or (iv) can be shown by documentation to have been
independently developed by the receiving party.
9.3.
Conflict with Separate Non-Disclosure Agreement. If you and we
are parties to a separate non-disclosure agreement (“Stand-Alone
NDA”) and there is a conflict between the terms of the Stand-Alone
NDA and the terms of this Section 9, the terms of the Stand-Alone NDA
shall control.
10. Intellectual Property
10.1.
Our Services and the CONNECTUS Properties. Other than the limited
use and access rights and licenses expressly set forth in this
Agreement, we reserve all right, title and interest (including all
intellectual property and proprietary rights) in and to: (i) the
Services; (ii) the CONNECTUS Properties; (iii) the Marks; and (iv)
any other technology and software we provide or use to provide the
Services and the CONNECTUS Properties. You do not, by virtue of this
Agreement or otherwise, acquire any ownership interest or rights in
the Services, the CONNECTUS Properties, the Marks, or such other
technology and software, except for the limited use and access rights
described in this agreement.
10.2. Your Data and Content.
Other than the rights and interests expressly set forth in this
Agreement, and excluding CONNECTUS Properties and works derived from
CONNECTUS Properties, you reserve all right, title and interest
(including all intellectual property and proprietary rights) in and
to: (i) content and data you may send to us or use as part of your
use of content or data to us (“Your Content”).
10.3.
Feedback. In the event you elect, in connection with any of the
Services, to communicate to us suggestions for improvements to the
Services, the CONNECTUS Properties or the Marks (collectively,
“Feedback”), we shall own all right, title, and interest in and
to the same, even if you have designated the Feedback as
confidential, and we shall be entitled to use the Feedback without
restriction. You hereby irrevocably assign all right, title and
interest in and to the Feedback to us and agree to provide us such
assistance as we may require to document, perfect, and maintain our
rights to the Feedback. If submitting feedback as a non-user through
the CONNECTUS Properties, you will be asked to register for an
CONNECTUS Service in order to accept and protect CONNECTUS under this
agreement.
10.4. Non-Assertion. During and after the
term of the Agreement, with respect to any of the Services that you
elect to use, you will not assert, nor will you authorize, assist, or
encourage any third party to assert, against us or any of our
customers, end users, vendors, business partners (including third
party sellers on Web Sites operated by or on behalf of us)
sublicenses of transferees, any patent infringement or other
intellectual property infringement claim with respect to such
Services.
11. Representations and Warranties; Disclaimers,
Limitations of Liability.
11.1.1. Use of the Services.You represent and warrant that you will not use the Services,
CONNECTUS Properties and/or your Application and Your Content: (i) in
a manner that infringes, violates, or misappropriates any rights of
us or any third party; (ii) to engage in spamming or other
impermissible advertising, marketing or other activities, including,
without limitation, any activities that violate anti-spamming laws
and regulations, including, without limitation, the CAN SPAM Act of
2003; (iii) in any manner that constitutes or facilitates the illegal
export of any controlled or otherwise restricted items, including,
without limitation, software, algorithms or other data that is
subject to export laws; and/or (iv) in a way that is otherwise
illegal or promotes illegal activities, including, without
limitation, in a manner that might be libelous or defamatory or
otherwise malicious or harmful to any person or entity, or
discriminatory based on race, sex, religion, nationality, disability,
sexual orientation, or age.
11.2. Application and Content.
You represent and warrant: (i) that you are solely responsible for
the development, operation and maintenance or any Application, not
developed by CONNECTUS, used to interface with CONNECTUS Properties
along with any of Your Content, including without limitation, the
accuracy, appropriateness and completeness of Your Content and all
product-related materials and descriptions; (ii) that you have the
necessary rights and licenses consents, permissions, waivers and
releases to use and display you Application and Your Content; (iii)
that neither your Application nor Your Content (a) violates,
misappropriates or infringes any rights of us or any third party, (b)
constitutes defamation, invasion of privacy or publicity, or
otherwise violates any rights of any third party, or (c) is designed
for use in any illegal activity or promotes illegal activities,
including, without limitation, in a manner that might be libelous or
defamatory or otherwise malicious, illegal or harmful to any person
or entity, or discriminatory based on race, sex, religion,
nationality, disability, sexual orientation, or age; (iv) that
neither your Application nor Your Content contains any Harmful
Components; and (v) to the extent to which you use any of the Marks,
that you will conduct your business in a professional manner and in a
way that reflects favorably on the goodwill and reputation of
CONNECTUS
11.3. Development and Feedback. With respect
to any Feedback, you represent and warrant that such Feedback, in
whole or in part, contributed by or through you, (i) contains no
third party software or any software that may be considered (“Free
and Open Source Software” or (“FOSS”) and (ii) does not
violate, misappropriate or infringe on any intellectual property
rights of any third party. For purposes of this Agreement, “FOSS”
means any software distributed subject to a license that requires, as
a condition of use, that any other software combined and/or
distributed together with such FOSS be (a) disclosed or distributed
in source code form, (b) made available free of charge to recipients,
or (c) modifiable without restriction by recipients.
11.4.
Authorization and Account Information. You represent and warrant
that: (i) the information you provide in connection with your
registration is accurate and complete; (ii) if you are registering
for the PRSafe Web Services or any other CONNECTUS Properties as an
individual, that you are at least 18 years of age and have the legal
capacity to enter into this Agreement; and (iii) if you are
registering for the PRSafe Web Services or any other CONNECTUS
Properties as an entity or organization, (a) you are duly authorized
to do business in the country or countries where you operate, (b) the
individual clicking “Accept” on this Agreement and completing the
registration meets the requirements of subsection (ii) above and is
an authorized representative of your entity, and (c) your employees,
officers, representatives and other agents accessing the Services are
duly authorized to access the Services and to legally bind you to
this Agreement and all transactions conducted under your
account.
11.5 Disclaimers. CONNECTUS PROPERTIES, THE
MARKS, THE SERVICES AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, CONTENT,
IMAGES, MATERIALS AND OTHER DATA OR INFORMATION PROVIDED BY US OR OUR
LICENSORS IN CONNECTION THEREWITH (COLLECTIVELY THE “SERVICE
OFFERINGS”) ARE PROVIDED “AS IS”. WE AND OUR LICENSORS MAKE NO
REPRESENTATION OR WARRANTIES OR ANY KIND, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT
TO THE EXTENT PROHIBIT
